infoTECH News

[August 12, 2014]

FleetCor Agrees to Acquire Comdata for $3.45 Billion

NORCROSS, Ga. --(Business Wire)--

FleetCor Technologies, Inc. (NYSE:FLT), a leading global provider of
fuel cards and workforce payment products to businesses, today announced
that it has signed a definitive agreement to acquire Comdata Inc.
("Comdata") from Ceridian LLC, a portfolio company of funds affiliated
with Thomas H. Lee Partners, L.P. ("THL") and Fidelity National
Financial Inc. (NYSE: FNF), for $3.45 billion. Concurrent with the
closing of the acquisition, a representative from THL will be appointed
to the FleetCor board of directors.

Comdata is a leading business-to-business provider of innovative
electronic payment solutions. As an issuer and a processor, Comdata
provides fleet, virtual card, and gift card solutions to over 20,000
customers. It has approximately 1,300 employees and enables over $54
billion in payments annually.

"We have followed Comdata's growth and development for many years, and
are excited today to be bringing the companies together" said Ron
Clarke, chairman and chief executive officer of FleetCor Technologies,
Inc. "Comdata's virtual payments business will add a completely new
growth leg to FleetCor. We believe that the combination will result in
significant synergies as we implement our operating disciplines to their
portfolio of businesses."

"This transaction marks an exciting new chapter for Comdata. FleetCor
has a history of driving synergistic growth for acquired companies and
I'm confident Comdata's businesses can flourish as part of the combined
organization," said Stuart C. Harvey, Jr., chairman, president, and
chief executive officer of Comdata.

Transaction Details

FleetCor will finance the $3.45 billion acquisition with approximately
$2.4 billion of new debt and the issuance of approximately 7.3 million
shares of FleetCor common stock to Ceridian LLC. The cash payments will
be used to pay off Comdata's outstanding indebtedness.

"We expect the acquisition to be meaningfully accretive to earnings in
fiscal year 2015. While our financial leverage will increase, we expect
to de-lever quickly from the combined cash flow of the businesses," said
Eric Dey, chief financial officer of FleetCor Technologies, Inc. "The
new credit facility will also provide additional liquidity for future
business development activity."

Rationale

The acquisition of Comdata is expected to provide a number of benefits
to FleetCor:

Enabling entry into the virtual payments space, an early innings high
growth category that could one day be a very substantial business.

Dramatically increasing FleetCor's overall scale, earnings base, and
diversity, further strengthening the company over the long haul.

Preliminary 2015 Outlook

Based on FleetCor's preliminary estimates for the core business in 2015,
current expectations for accretion from the Comdata acquisition, and
anticipated financing terms to fund the acquisition, the company is
making the following 2015 projections:

Ron Clarke, FleetCor's chairman and chief executive officer and�Eric
Dey, FleetCor's chief financial officer, will host a conference
call�August 12, 2014 at 5:00 PM ET to discuss FleetCor's acquisition. A
live webcast of this conference call will be available at the Investor
Relations section of FleetCor's website (www.fleetcor.com).
The live conference call also can be accessed by dialing (877) 407-0784
or for international callers (201) 689-8560. A replay of the webcast
will be available on FleetCor's website for approximately one year. The
company has posted a presentation that it intends to use during the
conference call, which will also be available on the "Investor
Relations" page of the company's website.

For your convenience, the conference call can be replayed in its
entirety beginning from two hours after the end of the call
through�August 19, 2014. If you wish to listen to the replay of this
conference call, please dial (877) 870-5176, or for international
callers (858) 384-5517 and enter passcode 13589163.

About Non-GAAP Financial Measures

Adjusted net income is calculated as net income, adjusted to eliminate
(a) non-cash stock-based compensation expense related to share-based
compensation awards, (b) amortization of deferred financing costs and
intangible assets, (c) amortization of the premium recognized on the
purchase of receivables, (d) loss on the early extinguishment of debt
and (e) our proportionate share of amortization of intangible assets at
our equity method investment. We prepare adjusted net income to
eliminate the effect of items that we do not consider indicative of our
core operating performance. Adjusted net income is a supplemental
measure of operating performance that does not represent and should not
be considered as an alternative to net income or cash flow from
operations, as determined by U.S. generally accepted accounting
principles, or U.S. GAAP, and our calculation thereof may not be
comparable to that reported by other companies. We believe it is useful
to exclude non-cash stock-based compensation expense from adjusted net
income because non-cash equity grants made at a certain price and point
in time do not necessarily reflect how our business is performing at any
particular time and stock-based compensation expense is not a key
measure of our core operating performance. We also believe that
amortization expense can vary substantially from company to company and
from period to period depending upon their financing and accounting
methods, the fair value and average expected life of their acquired
intangible assets, their capital structures and the method by which
their assets were acquired; therefore, we have excluded amortization
expense from our adjusted net income. We also exclude loss on the early
extinguishment of debt from adjusted net income, as this expense is
non-cash and is one-time in nature and does not reflect the ongoing
operations of the business.

Management uses adjusted net income:

as measurement of operating performance because it assists us in
comparing our operating performance on a consistent basis;

for planning purposes, including the preparation of our internal
annual operating budget;

to allocate resources to enhance the financial performance of our
business; and

to evaluate the performance and effectiveness of our operational
strategies.

We believe adjusted net income is a key measure used by the company and
investors as supplemental measures to evaluate the overall operating
performance of companies in our industry. By providing this non-GAAP
financial measure, together with reconciliations, we believe we are
enhancing investors' understanding of our business and our results of
operations, as well as assisting investors in evaluating how well we are
executing strategic initiatives.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of the federal securities laws. Some of these statements include
those regarding the transaction between�FleetCor�and Comdata, FleetCor's
preliminary 2015 outlook, future financial and operating results,
additional financing, the expected closing of the transaction, benefits
of the transaction, future opportunities for the combined company, and
any other statements about�FleetCor�or Comdata management's future
expectations, beliefs, goals, plans or prospects. Statements that are
not historical facts, including statements about�FleetCor's�beliefs,
expectations and future performance, are forward-looking statements.
Forward-looking statements can be identified by the use of words such as
"anticipate," "intend," "believe," "estimate," "plan," "seek," "project"
or "expect," "may," "will," "would," "could" or "should," the negative
of these terms or other comparable terminology. There are a number of
important factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
including the outcome of any regulatory review or proceedings that may
be instituted in connection with the transaction; difficulties in
integrating Comdata or a failure to attain anticipated operating results
or synergies, each of which could affect the accretiveness of the
acquisition, and the other factors described in FleetCor's periodic
reports filed with the�Securities and Exchange
Commission.�FleetCor�undertakes no obligation to update forward looking
statements to reflect changed assumptions, the occurrence of
unanticipated events, or changes in future operating results, financial
condition or business over time. Readers are further advised to review
the "Risk Factors" set forth in FleetCor's Annual Report on Form 10-K,
which further detail and supplement the factors described in this
paragraph.

About�FleetCor

FleetCor is a leading global provider of fuel cards and workforce
payment products to businesses. FleetCor's payment programs enable
businesses to better manage and control employee spending and provide
card-accepting merchants with a high volume customer base that can
increase their sales and customer loyalty. FleetCor�serves commercial
accounts in�North America,�Latin America, Europe,�Australia and�New
Zealand. For more information, please visit�www.fleetcor.com.

About Comdata

Comdata is a leading business-to-business provider of innovative
electronic payment solutions. As an issuer and a processor, Comdata
provides fleet, and corporate payment solutions to over 20,000
customers. In 2013, Comdata managed over 62 million cards and processed
over 1.4 billion transactions from over 48 countries and in 37
currencies. Founded in 1969 and headquartered in Brentwood, Tennessee
with approximately 1,300 employees globally, Comdata enables over $54
billion in payment volume annually. For more information about Comdata
solutions, call 1-800-266-3282 or visit www.comdata.com.